0001047469-08-001917 Sample Contracts

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Websense Inc • February 28th, 2008 • Services-business services, nec • New York

FIRST AMENDMENT, dated as of December 28, 2007 (this "Amendment"), to the Senior Credit Agreement, dated as of October 11, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among WEBSENSE, INC., a Delaware corporation (the "Company"), the lenders from time to time parties thereto (the "Lenders"), MORGAN STANLEY SENIOR FUNDING, INC., as senior administrative agent (in such capacity, the "Administrative Agent"), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "Syndication Agent"), KEY BANK NATIONAL ASSOCIATION, JP MORGAN CHASE BANK, N.A. and CITIBANK, N.A., as co-documentation agents (in such capacity, the "Co-Documentation Agents") and MORGAN STANLEY & CO. INCORPORATED, as senior collateral agent (in such capacity, and together with its successors in such capacity, the "Collateral Agent").

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